UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)
  [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                  For the quarterly period ended March 31, 2005

     [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the transition period from       to
                                                -----    -----

                        Commission file number: 000-30065

            INTREPID TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES
            -------------------------------------------------------
             (exact name of registrant as specified in its charter)


IDAHO                                                                 82-0230842

(State or other jurisdiction of                                    (IRS Employer
incorporation or organization)                               Identification No.)


                          501 West Broadway, Suite 200,
                            Idaho Falls, Idaho 82304
                    (Address of principal executive offices)

                                 (208) 529-5337
                           (Issuer's telephone number)

                                      IDAHO
                                      -----
         (State or other jurisdiction of incorporation or organization)
               Registrant's telephone number, including area code:

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X]  No [_]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date:
148,679,745  shares  of  common stock, $0.005 par value per share, as of May 13,
2005.

Transitional Small Business Disclosure Format (check one): Yes [_]  No [X]


<PAGE>
TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

Item   1.  Financial Statements
           Balance Sheets . . . . . . . . . . . . . . . . . . . . .       3
           Statements of Operations . . . . . . . . . . . . . . . .       4
           Statements of Cash Flows . . . . . . . . . . . . . . . .       5
           Notes to Unaudited Financial Statements. . . . . . . . .       6

Item   2.  Management's Discussion and Analysis . . . . . . . . . .      11
           Results of Operations. . . . . . . . . . . . . . . . . .      11
           Capital Requirements . . . . . . . . . . . . . . . . . .      14
Item   3.  Controls and Procedures. . . . . . . . . . . . . . . . .      17


                          PART II - OTHER INFORMATION

Item   1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . .      19
Item   2.  Changes in Securities. . . . . . . . . . . . . . . . . .      19
Item   3.  Defaults Upon Senior Securities. . . . . . . . . . . . .      19
Item   4.  Submission of Matters to a Vote of Security Holders. . .      19
Item   5.  Other Information. . . . . . . . . . . . . . . . . . . .      19
Item   6.  Exhibits . . . . . . . . . . . . . . . . . . . . . . . .      19
           Signature Page . . . . . . . . . . . . . . . . . . . . .      20
           Certifications . . . . . . . . . . . . . . . . . . . . .      21



                                        2
<PAGE>
                         PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                       INTREPID TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS

                            ($ IN WHOLE DOLLARS EXCEPT PER SHARE AMOUNTS)

                                                                             MARCH 31,     JUNE 30,
                                                                               2005          2004
                                                                            UNAUDITED      AUDITED
                                                                           ------------  ------------
<S>                                                                        <C>           <C>
ASSETS
Current Assets:
  Cash                                                                     $    10,565   $   134,856
  Receivables, net of allowance for doubtful
    accounts of $0 and $0 respectively                                          49,697       195,352
  Investments                                                                       --        17,794
  Prepaid expenses                                                             534,556            --
  Other assets                                                                   5,186         3,986
                                                                           ------------  ------------
      Total current assets                                                     600,004       351,988

Equipment, net                                                                  83,853        92,064
Construction in progress                                                       934,622       273,996
Issuance costs, net accumulated amortization $15,182                           112,342            --
                                                                           ------------  ------------
      Total Assets                                                         $ 1,730,821   $   718,048
                                                                           ============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                         $   203,049   $   202,028
  Accrued liabilities                                                          172,867        81,295
  Deferred compensation                                                         98,763       138,962
  Term loan                                                                    123,221       162,965
  Long term debt - current portion                                              77,094        76,203
                                                                           ------------  ------------
      Total current liabilities                                                674,994       661,453

Long term debt                                                                 750,000            --
                                                                           ------------  ------------
      Total liabilities                                                      1,424,994       661,453
Commitments and contingencies
Shareholders' equity:
  Common stock, $.005 par value, 360,000,000 authorized, 138,207,435 and
112,216,953 shares issued and outstanding                                      661,209       531,084
  Additional paid-in capital                                                 5,232,620     4,253,050
  Notes receivable - shareholders                                              (16,200)      (51,200)
  Retained earnings (deficit)                                               (5,571,802)   (4,676,339)
                                                                           ------------  ------------
      Total shareholders' equity                                               305,827        56,595
                                                                           ------------  ------------

Total Liabilities and Shareholders' Equity                                 $ 1,730,821   $   718,048
                                                                           ============  ============
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                 INTREPID TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF OPERATIONS

                                      ($ IN WHOLE DOLLARS EXCEPT PER SHARE AMOUNTS)

                                                   For the Three Months Ended             For the Nine Months Ended
                                                            March 31,                             March 31,
                                                     2005               2004               2005               2004
                                               -----------------  -----------------  -----------------  -----------------
                                                   UNAUDITED          Unaudited          UNAUDITED          Unaudited
                                               -----------------  -----------------  -----------------  -----------------
<S>                                            <C>                <C>                <C>                <C>

Revenue                                        $         39,287   $        414,987   $        187,060   $      1,849,398
Direct operating costs                                   46,565            288,956            185,403          1,133,607
                                               -----------------  -----------------  -----------------  -----------------

Gross profit (loss)                                      (7,278)           126,031              1,657            715,791
Selling, general and administrative expenses            355,136            223,546            866,736            720,719
                                               -----------------  -----------------  -----------------  -----------------

Loss from operations                                   (362,414)           (97,515)          (865,079)            (4,928)

Interest revenue                                              1                333                993                333
Interest expense                                         (3,599)            (5,117)           (18,633)           (19,304)
Disposition of assets                                        --                 --            (12,744)                --
                                               -----------------  -----------------  -----------------  -----------------


Net income (loss) before income taxes                  (366,012)          (102,299)          (895,463)           (23,899)
Provision for income taxes (benefit)                         --            (32,788)                --             (8,366)
                                               -----------------  -----------------  -----------------  -----------------
Net loss                                       $       (366,012)  $        (69,511)  $       (895,463)  $        (15,533)
                                               =================  =================  =================  =================

Net loss to common shareholders                $       (366,012)  $        (69,511)  $       (895,463)  $        (15,533)
                                               =================  =================  =================  =================

Basic earnings (loss) per share                $        (0.0027)  $         (.0007)  $         (0.007)  $        (.00012)
                                               =================  =================  =================  =================

Diluted earnings per share                     $        (0.0027)  $             --   $         (0.007)  $             --
                                               =================  =================  =================  =================

Dividends paid per common share                $             --   $             --   $             --   $             --
                                               =================  =================  =================  =================
</TABLE>


The accompanying notes are an integral part of these financial statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                INTREPID TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                     ($ IN WHOLE DOLLARS EXCEPT PER SHARE AMOUNTS)

                                                                                For the nine months Ended March 31,
                                                                                   2005                   2004
                                                                           ---------------------  ---------------------
                                                                                 UNAUDITED              Unaudited
                                                                           ---------------------  ---------------------
<S>                                                                        <C>                    <C>
Cash flows from operating activities:
  Net income (loss)                                                        $           (895,463)  $            (15,533)
  Adjustments to reconcile net loss to net cash provided by  (used by)
operating activities:
    Depreciation and amortization                                                        23,393                  7,445
    Expenses in exchange for issuance of common stock                                    72,023                 55,813
Changes in assets and liabilities:
    Accounts receivable, net                                                            145,655                195,018
    Investments                                                                          17,794                  5,000
    Prepaids and other assets                                                           (20,757)                    --
    Deferred tax asset                                                                       --                 (8,366)
    Accounts payable                                                                      1,021               (100,108)
    Accrued liabilities                                                                  91,572                (77,247)
    Deferred compensation                                                               (40,199)               (54,269)
                                                                           ---------------------  ---------------------

Net cash provided by (used by) operating activities                                    (604,961)                 7,753

Cash flows from investing activities:
    Construction in progress                                                           (660,625)                    --
    Purchase of office equipment                                                             --                (76,626)
                                                                           ---------------------  ---------------------
Net cash used by investing activities                                                  (660,625)               (76,626)

Cash flows from financing activities:
    Common stock proceeds                                                               522,672                376,194
    Note receivable for stock collected                                                  35,000                 20,700
    Debenture issuance                                                                  750,000                     --
    Payments on line of credit / term loan                                              (39,744)               (27,664)
    Deferred debenture costs                                                           (127,524)
    Increase on notes payable                                                               891                  4,767
                                                                           ---------------------  ---------------------
Net cash provided by financing activities                                             1,141,295                373,997
                                                                           ---------------------  ---------------------

Increase (decrease) in cash and cash equivalents                                       (124,291)               305,124
Cash and cash equivalents at beginning of period                                        134,856                 27,175
                                                                           ---------------------  ---------------------
Cash and cash equivalents at end of period                                 $             10,565   $            332,299
                                                                           =====================  =====================

Supplemental disclosures of cash flow information:
    Cash paid during the period for:
    Interest paid                                                          $              1,834   $              1,834
Non cash investing and financing transactions
    Common stock issued for services, prepaid assets and debt repayments   $            587,023                 65,813
</TABLE>


The accompanying notes are an integral part of these financial statements


                                        5
<PAGE>
Note 1.   Basis of Presentation

The  accompanying unaudited consolidated financial statements have been prepared
in accordance with United States generally accepted accounting principles ("U.S.
GAAP") for interim financial information and with instructions to Form 10-QSB of
Regulation  S-X.  Accordingly,  they  do  not include all of the information and
footnotes  required  by  U.S.  GAAP  for  complete  financial  statements.  The
preparation  of  the  consolidated  financial statements in conformity with U.S.
GAAP  requires  management  to  make  estimates  and assumptions that affect the
amounts  reported  in  the  consolidated  financial  statements and accompanying
notes. Actual results could differ from estimates. In the opinion of management,
all  adjustments,  which  consist of normal and recurring adjustments, necessary
for  fair  presentation have been included. These financial statements should be
read  in conjunction with the financial statements and notes thereto included in
the  Company's  2004  Annual  Report  on Form 10-KSB for the year ended June 30,
2004, as filed with the Securities and Exchange Commission.

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries. All significant inter-company transactions and
balances have been eliminated in consolidation.

Note 2.   Description of Business

Intrepid  Technology  &  Resources,  Inc.  and Subsidiaries, (the "Company"), an
Idaho  corporation,  is  a biofuels renewable and alternative energy development
and  operating  company  with strengths in engineering and technology. While the
Company's  primary  source  of  current revenue has been the sale of engineering
services  to a variety of clients, it is posturing itself for a primary business
purpose  of  developing,  constructing, and operating a portfolio of projects in
the  Renewable  and  Alternative  Energy  sector,  with  a  special  emphasis on
production of biofuels - particularly, biogas (methane), ethanol, biodiesel and,
eventually, hydrogen. The Company's strategy is to provide the overall technical
and  integration  management  for  planning,  developing, operating and, in some
cases,  owning  such projects. The Company's initial emphasis is on establishing
several  complexes  in  the  Southern  Idaho  region and then expanding to other
locations  within  Idaho  and  the  Western  United States. The Company provides
credit  in  the  normal course of business to its customers and performs ongoing
credit  evaluations  of  those  customers.  It maintains allowances for doubtful
accounts  based  on  factors  surrounding the credit risk of specific customers,
historical  trends,  and  other  information. Credit losses, when realized, have
been  within the range of the Company's expectations and, historically, have not
been significant.

Customers

In  2004,  the Company managed several engineering services contracts with Idaho
National  Engineering  and  Environmental  Laboratory  ("INEEL") at Idaho Falls,
Idaho,  and  with  the  Oak  Ridge Associated Universities ("ORAU") based in Oak
Ridge,  Tennessee.  These  contracts  generated  the  majority  of the Company's
revenue.  Profits  realized  from  this  revenue  were  used to help develop the
Biofuels  business  line.  The  Company  expects  to  continue  providing  such
supplemental  engineering  and  technical  services  in  the  future,  but  with
decreased  emphasis  on  government contracts and increased emphasis on biofuels
related engineering services for private clients.

Additionally, the Company is well into its major transition from being primarily
a  provider  of  engineering  services to becoming a producer and distributor of
biogas  products  and  facilities.  Its  first  facility  is now operational and
undergoing initial startup and testing evaluation. Process heat for the facility
is  being  supplied  entirely  from  its own biogas and gas is being produced at
better than expected levels and rates. The first delivery of high quality gas to
a  commercial  pipeline  is  anticipated  by  summer.  The contract for a second
facility  has been signed and construction is expected to be underway in the 4th
quarter.  This  second  facility will have 3 times the capacity of the first and
revenue  generation  is  expected by 4th quarter 2006. The Company will own both
facilities and the initial customer for the gas produced will be a local natural
gas  utility. Management expects that the construction of these first two biogas
plants  will  stimulate  orders for other dairy and cattle feeding operations in
the  area  and  increase  demand  for Company's services to design construct and
operate  other  plants. The Company will retain the option to maintain an equity
position  in  each facility built, thus adding to future revenue streams derived
from sales of biogas products.


                                        6
<PAGE>
Note 3.   Summary of Significant Accounting Policies

The  significant  accounting policies applied in the annual financial statements
of  the Company as of June 30, 2004, are applied consistently in these financial
statements. In addition, the following accounting policy is applied:

The  accompanying  unaudited  consolidated  financial  statements  for the three
months  ended  March 31, 2005 reflect all adjustments (consisting only of normal
recurring  adjustments) which are, in the opinion of management, necessary for a
fair  presentation  of  the  financial  position  and  operating results for the
interim  period.  The condensed consolidated financial statements should be read
in  conjunction  with  the  consolidated financial statements and notes thereto,
together  with  management's  discussion and analysis of the financial condition
and results of operations, contained in the Company Annual Report on Form 10-KSB
for the fiscal year ended June 30, 2004. The results of operations for the three
months  ended  March  31, 2005 are not necessarily indicative of the results for
the entire fiscal year ending June 30, 2005.

Note 4.   Stock Base Compensation

At  the  December  5,  2002  Annual  Shareholder Meeting, the Company approved a
stock-based  employee  compensation plan. The stock option plan allows officers,
directors, employees and consultants of the Company to receive non-qualified and
incentive  stock  options  for  a total of 25 million shares. In its October 28,
2004  Schedule  14A  Proxy Filing, the Company presented a proposal to amend the
compensation  plan  to  increase  the  number of shares available by 15 million,
making  the  total  40 million in the aggregate. However, the Board of Directors
subsequently elected to withdraw that proposal and it was not presented for vote
at  the  December  14,  2004  Annual  Shareholder  Meeting.  The Company awarded
2,100,000  options  during  the  quarter ended March 31, 2005. A total of 43,900
options were available for future option grants as of March 31, 2005.

The  Company  accounts for employee stock-based compensation using the intrinsic
value  method  for  each  period presented under the recognition and measurement
principles  of  APB  Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations. No compensation cost is reflected in net income for
options  granted  to  employees, as all options granted under those plans had an
exercise  price equal to the fair market value of the underlying common stock on
the  date  of  grant.  The  Company  accounts  for  stock  options  granted  to
non-employees  using  the  fair value method under SFAS No. 123, "Accounting for
Stock-Based Compensation."

The  following  table  illustrates  the effect on net income (loss) and earnings
(loss) per share as if the fair value method had been applied to all outstanding
and unvested awards in each period:

<TABLE>
<CAPTION>
                                           Quarter Ended March 31,
                                       --------------------------------
                                            2005             2004
                                       ---------------  ---------------
<S>                                    <C>              <C>

Net income / (loss)                    $     (366,012)  $      (69,511)
                                       ===============  ===============

Deduct: Stock based employee
Compensation expense determined
under fair value based method, net
of tax                                       (131,783)        (593,787)
                                       ===============  ===============

Pro forma net income / (loss)          $     (497,795)  $     (663,298)
                                       ===============  ===============

Basic earnings per share as recorded   $      (0.0027)  $       (.0007)
                                       ===============  ===============
Basic earnings per share pro forma     $      (0.0036)  $       (.0007)
                                       ===============  ===============
</TABLE>

Note 5.   Earnings Per Common Share

Basic  earnings  per  share  are  computed  based on net income and the weighted
average  number  of  common  shares  outstanding.  The  Company  has outstanding
debentures  that  would cause diluted earnings per share however, the losses for
both  the  three  and  nine months ended March 31, 2005 do not result in further
diluted earnings per share.


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                         (000's except per share amounts)    (000's except per share amounts)
                                           Three Months Ended March 31,         Nine Months Ended March 31,
                                       ----------------------------------  ----------------------------------
                                             2005              2004              2005              2004
                                       ----------------  ----------------  ----------------  ----------------
<S>                                    <C>               <C>               <C>               <C>

Net income / (loss)                    $          (366)  $           (70)  $          (895)  $           (16)

Weighted average shares outstanding-
    Common shares                          136,622,162        99,050,700       120,280,146        93,457,667

Basic earnings per share               $        (.0027)  $        (.0007)  $         (.007)  $       (.00012)
                                       ================  ================  ================  ================
Diluted earnings per share             $        (.0027)  $            --   $         (.007)  $            --
                                       ================  ================  ================  ================
</TABLE>

Note 6.   Equipment.

Equipment consists of the following as of March 31, 2005:

Computers and software         $  41,032
Furniture                         11,259
Other Equipment                    1,525
Pumping Station                   64,500
Vehicles                           3,000
                               ----------
Subtotal                       $ 121,316
Less accumulated depreciation    (37,463)
                               ----------
Total Equipment, net           $  83,853
                               ==========

During  the  quarter  ended March 31, 2005 the Company continued work on certain
alternative  energy  projects.  These projects included the WOBF fueling station
and  the startup and testing activities associated with the Whitesides anaerobic
digester  located at a 4,000-head dairy north of Rupert, Idaho. This digester is
being  used  as  the  prototype  facility  to generate natural gas for sale as a
renewable  energy  source  of  heat and power. From this prototype digester more
information  will  become  available  for  optimization of sizing, and equipment
specification  and  selection  to  generate  the maximum energy value. This will
better  enable  the  Company  to determine the most effective business model for
utilizing  the  gas produced - i.e. direct conversion to electricity and sale to
local  power  company  or  direct  distribution and sale as natural gas to local
commercial  and  industrial  users.  The  Company  also  expects  revenue  to be
generated from the Whiteside operations.

Note 7.   Long Term Debt.

Term  Loan - The  Company had a term loan as of March 31, 2005 of which $123,221
----------
was  outstanding at March 31, 2005. The loan is in the form of a three-year note
and  bears  a  fixed  5.75% interest rate. The credit is secured by all business
assets and personally guaranteed by the principals of the Company. The following
employees  of  the Company have given unlimited personal guarantees of the loan:
Dennis Keiser (President), Jacob Dustin (Vice President), Donald Kenoyer, and C.
Scott Francis. As of March 31, 2005 the loan was in good standing.

Shareholder  Notes - The following shareholders who are also officers, employees
------------------
or  directors have personally lent money to the Company. The notes are unsecured
demand notes. It is not anticipated by the Company that the notes will be called
in  the  next  year. The following are shareholder creditors to the Company: Mr.
Kenoyer  has  made  two  loans to the company and as of March 31 2005, the total
balance  due  him was $23,937. The first loan accrues interest at the rate of 10
percent  and has a balance of $407. The second accrues interest at the rate of 7
percent  and has a balance of $23,530. Mr. Dustin has also made two loans to the
company  and  as  of  March  31 2005, the total balance due him was $46,660. The
first  loan  accrues  interest  at  the  rate of 10 percent and has a balance of
$15,624.


                                        8
<PAGE>
The  second  accrues  interest  at  the  rate  of 7 percent and has a balance of
$31,036. The balance of the loan amount is $6,174 for Reggie Hall.

Debenture  Debt  -  On  October  13, 2004, the Company entered into a Securities
---------------
Purchase Agreement with Cornell Capital Partners, LP. Pursuant to the Securities
Purchase Agreement, the Company issued convertible debentures to Cornell Capital
Partners,  LP  in  the  original  principal amount of $750,000. The $750,000 was
disbursed as follows: (i) $450,000 was paid October 22, 2004, and (ii) $300,000,
was paid December 28, 2004, upon the filing of a registration statement with the
SEC related to the shares issued under the Standby Equity Distribution Agreement
as  described  below  and  the  convertible  debentures.  The  debentures  are
convertible at the holder's option any time up to maturity at a conversion price
equal  to  the  lower  of  (i)  120% of the Volume Weighted Average Price of the
common  stock  on  the date of the debentures or (ii) 80% of the Volume Weighted
Average  Price  of  the  common  stock  of the Company for the five trading days
immediately  preceding  the  conversion  date. The debentures are secured by the
assets of the Company. The debentures have a three-year term and accrue interest
at  5% per year. Cornell Capital Partners, LP received 10% of the gross proceeds
of  the  convertible  debentures,  paid  directly  from  escrow  upon  each fund
disbursement  described  above.  At  maturity if not repaid, the debentures will
automatically convert into shares of common stock at a conversion price equal to
the  lower  of (i) 120% of the Volume Weighted Average Price of the common stock
on  the  date of the debentures or (ii) 80% of the Volume Weighted Average Price
of  the  common  stock  of  the  Company  for  the five trading days immediately
preceding the conversion date.

NOTE 8.   NEW ACCOUNTING PRONOUNCEMENTS

The  Financial  Accounting  Standards  Board  has  issued  the  following
pronouncements.

Statement  No. 123 (revised 2004) Share-Based Payment. This Statement supersedes
APB  Opinion  No.  25, Accounting for Stock Issued to Employees, and its related
implementation guidance. This Statement establishes standards for the accounting
for  transactions  in which an entity exchanges its equity instruments for goods
or  services.  It  also  addresses  transactions  in  which  an  entity  incurs
liabilities  in  exchange for goods or services that are based on the fair value
of  the  entity's  equity  instruments or that may be settled by the issuance of
those  equity  instruments.  This  Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. The effect on the Company's financial statements is dependent upon
the amount of stock options granted by the Company.

Summary of Statement No. 153 Exchanges of Nonmonetary Assets-an amendment of APB
Opinion  No.  29This  Statement amends Opinion 29 to eliminate the exception for
nonmonetary  exchanges  of  similar  productive  assets  and  replaces it with a
general  exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
commercial  substance.  The  Company  does not expect any material effect to its
financial statements.

NOTE 9.   GOING CONCERN CONTINGENCY.

The  Company  was  not profitable in the third quarter of the fiscal year ending
June  30,  2005  and  incurred  a  significant  loss  of  $366,012. The loss was
primarily  a  result  of  the  Company's focus on the Biofuels market and having
construction  in  progress for the Biogas digester combined with the shortage of
engineering  services work. The Company's ability to continue as a Going Concern
is dependent on ongoing operations, bringing the Whitesides Biofuels digester on
line  to generate revenue and be profitable, obtaining additional financing, and
successfully  concluding the sale of the existing mining rights. Management will
continue its efforts in seeking new and additional engineering contracts, and is
in  the  process  of  obtaining  additional  financing as well as completing the
Whitesides  Digester  project.  The Company has mitigated the Going Concern as a
result  of entering into the agreement with Cornell Capital as explained in Note
10 below. However, these plans may not be successful.

NOTE 10.  EQUITY AGREEMENT.

Standby Equity Distribution Agreement.  On October 13, 2004, the Company entered
-------------------------------------
into  a Standby Equity Distribution Agreement with Cornell Capital Partners, LP.
Pursuant  to  the Standby Equity Distribution Agreement, the Company could have,
at  its  discretion, periodically sold to Cornell Capital Partners, LP shares of
common  stock  for a total purchase price of up to $25.0 million. For each share
of  common  stock  purchased  under  the  Standby Equity Distribution Agreement,
Cornell Capital Partners LP would have paid the Company 99% of, or a 1%


                                        9
<PAGE>
discount  to,  the  lowest  closing  bid  price  of  our  common  stock  on  the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common  stock is traded for the five days immediately following the notice date.
Cornell  Capital  Partners  LP  would have retained 5% of each advance under the
Standby  Equity  Distribution  Agreement  and  received $500,000 worth of common
stock of the Company as a fee under the Standby Equity Distribution Agreement.

On  January  28,  2005,  the  Company  entered into a Termination Agreement with
Cornell  Capital  Partners,  whereby  the Standby Equity Distribution Agreement,
dated  October  13,  2004,  and related Registration Rights Agreement, Placement
Agent Agreement and Escrow Agreement of even date therewith were terminated.

On March 10, 2005, the Company entered into a Termination Agreement with Cornell
Capital  Partners,  whereby  the  Standby  Equity  Distribution Agreement, dated
January  28,  2005,  and  related Registration Rights Agreement, Placement Agent
Agreement and Escrow Agreement of even date therewith were terminated.

Upon  execution  of  the Termination Agreement dated March 10, 2005, the Company
entered  into  a  new Standby Equity Distribution Agreement with Cornell Capital
Partners  on  March  10,  2005.  Pursuant  to  the  Standby  Equity Distribution
Agreement,  the  Company  may,  at  its discretion, periodically sell to Cornell
Capital  Partners  shares  of  common  stock for a total purchase price of up to
$25.0 million. For each share of common stock purchased under the Standby Equity
Distribution Agreement, Cornell Capital Partners will pay the Company 99% of, or
a  1%  discount  to, the lowest closing bid price of the common stock during the
five  consecutive trading period immediately following the notice date. Further,
Cornell  Capital  Partners  will  retain  a  fee of 5% of each advance under the
Standby  Equity  Distribution Agreement. Cornell Capital Partners' obligation to
purchase  shares  of  the  Company's  common  stock  under  the  Standby  Equity
Distribution  Agreement  is subject to certain conditions, including the Company
obtaining  an  effective  registration statement for shares of common stock sold
under  the  Standby Equity Distribution Agreement and is limited to $350,000 per
weekly advance. The Company's SB-2 registration became effective May 2, 2005.

On  January  28,  2005,  the Company and Cornell Capital Partners terminated the
Investor's  Registration  Rights Agreement entered into on October 13, 2004 with
the Cornell Capital Partners, which related to the Securities Purchase Agreement
entered into on October 13, 2004 with the Cornell Capital Partners, as described
in Note 7 above.

On  March  10,  2005,  the  Company  and Cornell Capital Partners terminated the
Securities  Purchase  Agreement  entered  into  on October 13, 2004 with Cornell
Capital  Partners,  and  the related Convertible Debentures, Security Agreement,
Escrow  Agreement  and  Irrevocable  Transfer  Agent  Instructions  of even date
therewith were terminated.

Upon  execution  of  the  Termination  Agreement, the Company entered into a new
Securities  Purchase  Agreement with Cornell Capital Partners on March 10, 2005.
Pursuant  to  the  Securities Purchase Agreement, the Company issued convertible
debentures  to  Cornell  Capital  Partners  in  the original principal amount of
$750,000.  The  debentures are convertible at the holder's option any time up to
maturity  at  a  fixed conversion price equal to $0.055 (the "Fixed Price"). The
debentures  are  secured  by  the  assets  of the Company. The debentures have a
three-year  term  and  accrue  interest at 5% per year. Cornell Capital Partners
received  10% of the gross proceeds of the convertible debentures, paid directly
from  escrow  upon  the  funding of the convertible debentures. At maturity, the
debentures  will  automatically  convert  into  shares  of  common  stock  at  a
conversion price equal to the Fixed Price.

NOTE 11.  SUBSEQUENT EVENT.

On  April  15,  2005  the Company filed its amended SB-2/A registration with the
U.S.  Securities and Exchange Commission. The Commission accepted this filing as
effective  May  2,  2005.  At  the  effective  date  May 2, 2005 the Company had
outstanding  148,679,745  common  shares  of which 10,000,000 common shares were
issued  to  Cornell  Capital Partners on April 15, 2005. Those 10,000,000 shares
will  be  held  in an escrow account as the Company makes draws from the Standby
Equity Distribution Agreement. On April 20, 2005 the Company signed a Promissory
note  with  Cornell Capital Partners in the amount of $500,000. The note will be
repaid  with  exchange  for  nine periodic SEDA draws of $50,000 each and one of
$64,712.33  beginning  June  6,  2005 and every 7 calendar days thereafter until
paid in full. The final draw will include the accrued interest on the Promissory
note. The actual timing and amount of those draws may vary slightly.


                                       10
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The  following discussion contains forward-looking statements that involve known
and  unknown  risks  and  uncertainties which may cause actual results in future
periods to differ materially from those indicated herein as a result of a number
of  factors,  including,  but  not  limited  to,  those  set  forth  under Legal
Proceedings,  and  the discussion below. When the Company uses words like "may,"
"believes,"  "expects,"  "anticipates," "should," "estimate," "project," "plan,"
their  opposites  and similar expressions, the Company is making forward-looking
statements.  These  expressions  are  most  often used in statements relating to
business  plans,  strategies,  anticipated  benefits  or  projections  about the
anticipated  revenues,  earnings  or  other aspects of our operating results. We
make  these statements in an effort to keep stockholders and the public informed
about  our business and have based them on our current expectations about future
events.  Such statements should be viewed with caution. These statements are not
guarantees  of  future performance or events. As noted elsewhere in this report,
all  phases  of  our  business  are  subject  to  uncertainties, risks and other
influences,  many of which the Company has no control over. Additionally, any of
these  factors,  either  alone  or taken together, could have a material adverse
effect  on  the  Company  and could change whether any forward-looking statement
ultimately  turns  out  to  be  true.  The  Company  undertakes no obligation to
publicly  release  updates  or  revisions  to  these  statements.  The following
discussion  should  be  read  in conjunction with audited consolidated financial
statements  and  the notes filed thereto on Form 10-KSB with the U.S. Securities
and Exchange Commission for the year ending June 30, 2004.

RESULTS OF OPERATIONS
---------------------

REVENUE

Revenue  for the quarter ended March 31, 2005, decreased 90% to $39,287 compared
to $414,987 for the same period of 2004. Revenue for the nine months ended March
31,  2005  was  $187,060  compared  to $1,849,398 for the same nine months ended
March 31, 2004. This decrease for both the three and nine months ended March 31,
2005  was mainly the result of the reduction in outside contracting by the INEEL
and  the  Company's shifting of resources from engineering services to designing
and  building  of Company-owned biogas facilities. The Company's principal focus
is  on  the  Biogas  fuels facility, therefore revenue will be minimal until the
facility comes on line and is producing biofuels.

In  fiscal  year  2004,  the  Company's  primary  customers  were Idaho National
Engineering and Environmental Laboratory ("INEEL") at Idaho Falls, Idaho and Oak
Ridge Associated Universities (ORAU). INEEL and ORAU both provided more than ten
percent of the total revenue recognized by the Company in fiscal year 2004.

DIRECT OPERATING COSTS

Direct operating costs for the three months ending March 31, 2005 and 2004, were
$46,565  and  $288,956  respectively, representing an 84% decrease. For the nine
months ended March 31, 2005 direct operating costs also declined 84% to $185,403
from $1,133,607 in 2004. The reason that direct operating costs decreased is due
to  the  large drop in engineering services work and direct operating costs that
paralleled  this  work. Additionally, the Company made further efforts to reduce
direct  costs  by  using less subcontracted services, eliminating certain rental
fees, closing the Montana and Washington offices, making better use of supplies,
and exercising better management of direct payroll costs.

GROSS PROFIT

The  Company  had  a  loss  in gross profit of $7,278 in the third quarter ended
March  31,  2005  compared to a gross profit of $126,031 for the same quarter in
2004,  representing  a 106% decrease. Similarly, for the nine months ended March
31,  2005 gross profit decreased by 99.7% to $1,657 compared to $715,791 for the
same  period in 2004. This decrease in gross profit is a result of the reduction
in engineering service work, the loss of revenue and the Company also outsourced
engineering  service  contracts by the INEEL. Also, in the 4th quarter of fiscal
year


                                       11
<PAGE>
2004,  the  Company  shifted  its  resources  and  capital  into  the design and
construction of Company-owned biogas production facilities.

SELLING GENERAL AND ADMINISTRATIVE EXPENSES

For  the  three months ended March 31, 2005, general, selling and administrative
expenses were $355,136 compared to $223,546 for the same quarter ended March 31,
2004. This 59% increase was the result of increased administrative expenses that
were  not  covered  by  previous  engineering  services  work.  The Company also
increased  efforts  in  expanding  the Biogas operations, which resulted in more
administrative  expenses.  For  the  nine  months ended March 31, 2005, general,
selling  and  administrative  expenses  increased  20%  to  $866,736 compared to
$720,719 for the same period of 2004.

INTEREST REVENUE

For  the three and nine months ended March 31, 2005, the Company received $1 and
$993  of interest income on investment capital compared to $333 and $333 for the
same respective periods in 2004.

INTEREST EXPENSE

For  the  three months ended March 31, 2005, the Company had interest expense of
$3,599  compared  to  $5,117  for the same period ending March 31, 2004. For the
nine  months  ended  March  31, 2005 the Company had interest expense of $18,633
compared  to  $19,304  for  the  same period ending March 31, 2004. The interest
expense  was  for  interest  paid on the term loan and interest accrued on notes
payable  to  officers  and employees of the Company. The Company has reduced the
term loan and therefore incurs less interest expense.

NET LOSS

For  the  three  months  ended  March  31,  2005,  the Company had a net loss of
$366,012  compared  to  net  loss of $69,511 for the same period ended March 31,
2004.  For  the  nine  months ended March 31, 2005 the Company had a net loss of
$895,463  compared  to a net loss of $15,533 for the same period ended March 31,
2004.  In  2004,  the  Company  eliminated  a deferred tax asset and the selling
general  and  administrative  expenses  were not offset by revenue that was seen
from engineering services work in 2003. The Company has changed its focus to the
Biogas industry and it is unlikely to receive comparable revenue for engineering
services going forward.


MANAGEMENT'S PLAN OF OPERATION
------------------------------

Providing  engineering  and  technical  services  has been the primary source of
revenue,  and hence the primary business focus, in the past. The Company expects
to  continue  providing  such  supplemental  services  in  the  future, but with
decreased  emphasis.  In  fiscal  year 2005, the Company will complete its major
transition from being primarily a provider of engineering services to becoming a
significant  producer  and  distributor  of  biogas products and facilities. The
following discussion provides an overview of how that transition will unfold.

The  fundamental  aspects  of  the  Company's  business  model  are:

     -    Utilize  cutting  edge,  but  established,  technology  for  the
          production of biogas from large animal operations
     -    Utilize  off-the-shelf  equipment  for  clean-up  of  the  biogas  to
          meet pipeline-quality specifications and produce liquid products
     -    Maintain equity positions on all biogas projects
     -    Begin  operations  in  known  territory  (Idaho),  and  expand  into
          other western states as resources allow
     -    Maximize  the  utilization  of  our  public  company  status  in  the
          financing of our projects
     -    Market  biogas  products  to  local  gas  utilities, industrial users,
          and transportation users
     -    Team  with  experienced  companies  for  the  marketing  and
          distribution of biogas products


                                       12
<PAGE>
DEVELOPMENT PLAN

Over  the  next four years, the Company plans to place 250,000 head of dairy and
beef  cattle  into  biogas  production.  The  Company will design, construct and
operate these facilities consistent with the business model parameters described
above.

The  centerpiece  of  this  development  plan  is  an  exclusive  geographic and
case-by-case national sub-licensing agreement for anaerobic digestion technology
that  produces  biogas  with  nearly  a 33% higher concentration of methane than
competing processes. This technology has a successful 5-year operational history
and  has  been  demonstrated  with  both  cow  and  swine  waste.

This plan involves discrete projects that the Company has organized or is in the
process  of  organizing  that will allow the Company to systematically build and
operate biogas facilities over the next four years. These projects are organized
as  follows:

WHITESIDES  PROJECT.  This  4,000-cow dairy located 8 miles northeast of Rupert,
--------------------
Idaho  was chosen as the location for the first biogas facility. Construction of
the  initial  phase (2 of 4 planned digester tanks) is complete and gas from the
digester  is  currently  being used to provide process heat to run the facility.
The  quantity of gas production continues to increase as the bacteria within the
tanks  mature and will further increase as additional tanks are brought on line,
resulting  in  a  commercial  revenue/profit stream. This initial project serves
four primary purposes:

     1.   Establish the Company's credibility in the biogas industry
     2.   Provide  a  "model  home" for other dairymen to visit ("try before you
          buy")
     3.   Provide  a  full-scale  working  facility  with  which the Company can
          continue to optimize performance and demonstrate/test new concepts for
          both enhanced gas production and alternative means of product use
     4.   Initiate a modest revenue/profit stream

WESTSIDE  PROJECT.  This  project  will  be  carried  out  in phases and will be
------------------
anchored by a large dairy of 6,000 animals. It is anticipated that other dairies
in  the  immediate vicinity will be joined in, resulting in an eventual combined
size  of  19,000  cows.  These  dairies, located west of Wendell, Idaho, will be
networked  together  via  an  underground  gas  collection/distribution pipeline
system to route biogas to existing pipelines owned by the local gas utility. The
first  phase  will be the construction of twelve digester tanks at the WestPoint
dairy.  The  contract  for this facility has been signed and construction should
begin  during  4th  quarter.  Once  this  "anchor dairy" is completed, follow-on
digesters  will  be  constructed  at  the  surrounding  dairies  along  with the
connecting pipeline. The project serves the following purposes:

     1.   Increase production from 4,000 to a total of 23,000 head
     2.   Improve on economies of scale for higher operating margins

LINCOLN COUNTY PROJECT. This project is being planned for siting on a 12,000-cow
-----------------------
dairy  located in a geographically isolated region but very close to a major gas
utility  transmission  line and in close proximity to a large industrial user of
propane  - two ready-made customers for gas produced. The size of this operation
is  sufficient to demonstrate conclusively the viability of the Company business
model  and,  potentially,  economically justify production of Liquid Natural Gas
(LNG),  a  product  that it is imperative the Company gain first hand experience
with  in  order  to meet future market demands. The project serves the following
purposes:

     1.   Further expand the limits to which digesters can be scaled up
     2.   Provide entry into the LNG production business
     3.   Increase production from 23,000 to 35,000 head


                                       13
<PAGE>
EASTSIDE  PROJECT. This project is in the organizing state and will be developed
-----------------
similarly to the Westside project, where multiple dairies will be connected to a
pipeline that in turn will deliver gas to the local gas utility's pipeline. This
Eastside  grouping  consists  of  several dairies totaling 18,000 head of cattle
located east of Wendell, Idaho. Construction is planned for 2007 with operations
beginning  in  the  last  quarter  of  2007.  The  project  serves the following
purposes:

     1.   Increase production from 35,000 to 53,000 head
     2.   Build  upon  the  Westside  project  approach  and  share  support
          resources

BEEF  FEEDLOT PROJECT. This project is envisioned as one that will be undertaken
----------------------
in  partnership  with  a  major  beef  feedlot  agribusiness  company. Given the
differences  in manure outputs between beef and dairy cattle and given that this
is  an  open  lot  operation,  the  gas  production capacity for this project is
expected  to  be  equivalent  to  an  approximate  45,000-cow  dairy. This large
operation  makes  LNG the product of choice because of the higher margins of LNG
over  pipeline  gas.  Construction  is  estimated  to begin in late 2006 and the
facility  will  become operational the first quarter of 2008. The project serves
the  following  purposes:

     1.   Increase production from 53,000 to 198,000 head
     2.   Provide entry into feedlots for a source of waste manure;
     3.   Team the Company with an international agribusiness partner
     4.   Allow expansion into other significant feedlots outside of Idaho

EXPORT  PROJECT.  As  the  above  projects  begin  to  attract  greater national
----------------
attention  due  both  to  their  size  and  their  operational  flexibility  and
efficiency,  we  expect  there  will  be  considerable opportunity to export our
system  to  other  regions  of  the  country where conditions favor our business
model. The Company anticipates taking advantage of those opportunities beginning
late  in  2007  or  early  2008.  Potential  also exists to export the Company's
feedlot  biogas  facilities  to  other  states.  The  Export  Project serves the
following purposes:

     1.   Increase production from 193,000 head to 250,000
     2.   Provide  entry  into  a  dairy  community  five  times  the  size  of
          Idaho's
     3.   Provide  entry  into  the  West  Coast  renewable  energy  market, the
          largest in the nation

ADDITIONAL INFORMATION

The  Company  also  plans  to  increase  sales  and  expand  its engineering and
scientific  services  base via new customer contracts. Revenue generated will be
used  to  meet  cash flow requirements with any excess being used to support and
develop  the  Company's  biofuels  production  initiatives.

At  the  present  time the Company does not anticipate paying dividends, cash or
otherwise,  on its Common Stock in the foreseeable future. Future dividends will
depend on earnings, if any, of the Company, its financial requirements and other
factors.  The  Company's  main focus is now in the biofuels market, specifically
the production of biogas. The Company has made two acquisitions for the vertical
integration  of the business and the ability to have a ready available access to
sell  the gas production into the market place. The Company believes that it has
also  taken  the  proper  steps  to sell certain assets including the mining and
mineral  rights  of the Garnet mine in Montana to provide working capital to see
the  production  through  to  completion. The Company is currently seeking other
investment capital to support the existing and ongoing operations of the Company
and  these  projects.


CAPITAL RESOURCES AND LIQUIDITY

The  Company  has made reasonable efforts to meet cash flow demands from ongoing
operations  but  the  Company  still  may  not be able to obtain funds under the
Standby  Equity  Distribution  Agreement or obtain sufficient amounts to satisfy
the  Company's  working capital or other needs in its capital position over that
of one year ago. The


                                       14
<PAGE>
Company finished the second quarter ending March 31, 2005 with cash available of
$10,565  compared  to $134,856 at June 30, 2004 and $332,299 for the same period
of  2004.  The  Company  believes  that  it  will  be  necessary  to continue to
supplement  the cash flow from operations with the use of outside resources such
as  investment capital by issuance of debenture notes and stock. The Company has
filed  an  SB-2  registration  with  the U.S. Securities and Exchange Commission
related  in part to the Standby Equity Distribution Agreement. The impact of the
SB-2 registration cannot be said with certainty but the Company plans to use any
additional  funding to assist in the Biogas production facility that is shown on
the balance sheet as Construction in Progress.

As  of  March  31,  2005,  the  Company  had negative working capital of $74,990
compared  to  a  deficit  of  $309,465  for  the year ending June 30, 2004 and a
working  capital  deficit  of $68,561 for the same period ending March 31, 2004.
The current ratio at March 31, 2005 was: 0.889:1 and 0.53:1 at June 30, 2004 and
at  March  31,  2004.  This  change  in  working capital is mainly attributed to
$534,556  of  prepaid  expenses.  These  prepaid  expenses  all  relate  to  the
prepayments in stock as a result of the Standby Equity Agreement.

The Company had a term loan with a fixed rate of 5.75% as of March 31, 2005 with
a  balance  was  $123,221.  The  credit  is  secured  by all business assets and
personally  guaranteed  by  the principals of the Company. As of March 31, 2005,
the  loan  was in good standing, and as of the date of this filing the term loan
is  also  in  good standing. The Company also has shareholder notes payable from
certain  officers, employees or directors. The notes are unsecured demand notes.
It  is  not anticipated by the Company that the notes will be called in the next
year.  The  following  are shareholder creditors to the company: Mr. Kenoyer has
made  two  loans  to the company and as of March 31, 2005, the total balance due
him  was  $23,937. The first loan accrues interest at the rate of 10 percent and
has  a balance of $407. The second accrues interest at the rate of 7 percent and
has  a balance of $23,530. Mr. Dustin has also made two loans to the company and
as  of  March  31,  2005,  the total balance due him was $46,660. The first loan
accrues  interest  at  the  rate of 10 percent and has a balance of $15,624. The
second  accrues  interest at the rate of 7 percent and has a balance of $31,036.
The balance of the loan amount is $6,174 to Reggie Hall.

During  the  nine  months  ended  March  31,  2005, the Company used net cash of
$604,961  for  operating  activities, compared to $7,753 of net cash provided by
operating activities for the 2004 period. The increase of cash used by operating
activities is mainly result of the Company's $895,463 net loss in the nine month
period ending March 31, 2005.

During  the  nine  months  ended  March  31,  2005, the Company used $660,625 by
investing  activities,  accounted for as Construction in Progress for the Biogas
facility,  compared  to  $76,626  used  in the year earlier period. In 2004, the
Company purchased property and equipment towards the Biogas production.

During  the  nine  months  ended  March  31, 2005, financing activities provided
$1,141,295  in  net  cash, consisting of $522,672 from the sale of common stock,
$35,000  from  the  net  change  of stock subscriptions, $750,000 from debenture
sales,  offset in part by $39,744 of payments on a term loan, deferred debenture
costs  of  $127,524 and $891 increase of notes payable. In the comparable period
for 2004, the Company had $373,997 of net cash provided by financing activities,
which  consisted  of  $376,194  in  proceeds  from  stock sales, $20,700 in note
receivable  from stock collected and $4,767 increase in notes payable, offset in
part by $27,664 payments on a line or credit and term loan.

Standby Equity Distribution Agreement.  On October 13, 2004, the Company entered
-------------------------------------
into  a Standby Equity Distribution Agreement with Cornell Capital Partners, LP.
Pursuant  to  the Standby Equity Distribution Agreement, the Company could have,
at  its  discretion, periodically sold to Cornell Capital Partners, LP shares of
common  stock  for a total purchase price of up to $25.0 million. For each share
of  common  stock  purchased  under  the  Standby Equity Distribution Agreement,
Cornell Capital Partners LP would have paid the Company 99% of, or a 1% discount
to,  the  lowest  closing  bid price of our common stock on the Over-the-Counter
Bulletin  Board or other principal market on which the Company's common stock is
traded  for the five days immediately following the notice date. Cornell Capital
Partners  LP  would  have  retained  5% of each advance under the Standby Equity
Distribution  Agreement  and  received  $500,000  worth  of  common stock of the
Company as a fee under the Standby Equity Distribution Agreement.

On  January  28,  2005,  the  Company  entered into a Termination Agreement with
Cornell  Capital  Partners,  whereby  the Standby Equity Distribution Agreement,
dated  October  13,  2004,  and related Registration Rights Agreement, Placement
Agent Agreement and Escrow Agreement of even date therewith were terminated.


                                       15
<PAGE>
Upon  execution  of  the  Termination  Agreement, the Company entered into a new
Standby  Equity  Distribution Agreement with Cornell Capital Partners on January
28,  2005.  Pursuant  to  the Standby Equity Distribution Agreement, the Company
may,  at its discretion, periodically sell to Cornell Capital Partners shares of
common  stock  for a total purchase price of up to $25.0 million. For each share
of  common  stock  purchased  under  the  Standby Equity Distribution Agreement,
Cornell  Capital  Partners will pay the Company 99% of, or a 1% discount to, the
lowest closing bid price of the common stock during the five consecutive trading
period immediately following the notice date. Further, Cornell will retain a fee
of  5%  of each advance under the Standby Equity Distribution Agreement. Cornell
Capital  Partners'  obligation  to purchase shares of the Company's common stock
under  the  Standby  Equity  Distribution  Agreement  is  subject  to  certain
conditions,  including the Company obtaining an effective registration statement
for  shares of common stock sold under the Standby Equity Distribution Agreement
and  is limited to $350,000 per weekly advance.. The Company's SB-2 registration
became  effective  May  2, 2005, but the Company still may not be able to obtain
funds  under  the  Standby  Equity  Distribution  Agreement or obtain sufficient
amounts to satisfy the Company's working capital or other needs.

Securities  Purchase  Agreement.On  October 13, 2004, the Company entered into a
--------------------------------
Securities  Purchase  Agreement  with  Cornell Capital Partners. Pursuant to the
Securities  Purchase  Agreement,  the  Company  issued convertible debentures to
Cornell  Capital  Partners,  in  the  original  principal amount of $750,000.The
$750,000 was disbursed as follows: (i) $450,000 was paid October 22, 2004, which
was  contingent  upon  the closing of all the transaction documents with Cornell
Capital Partners, and (ii) $300,000, was paid December 28, 2004, pursuant to the
filing  of  a  registration  statement with the SEC related to the shares issued
under  the Standby Equity Distribution Agreement and the convertible debentures.
The debentures are convertible at the holder's option any time up to maturity at
a conversion price equal to the lower of (i) 120% of the Volume Weighted Average
Price  of  the  common  stock  on  the date of the debentures or (ii) 80% of the
Volume  Weighted  Average  Price of the common stock of the Company for the five
trading  days  immediately  preceding  the  conversion  date. The debentures are
secured  by the assets of the Company. The debentures have a three-year term and
accrue interest at 5% per year. Cornell Capital Partners, LP received 10% of the
gross  proceeds  of  the  convertible debentures, paid directly from escrow upon
each  funds  disbursement  described  above.  At  maturity  if  not  repaid, the
debentures  will  automatically  convert  into  shares  of  common  stock  at  a
conversion  price  equal to the lower of (i) 120% of the Volume Weighted Average
Price  of  the  common  stock  on  the date of the debentures or (ii) 80% of the
Volume  Weighted  Average  Price of the common stock of the Company for the five
trading days immediately preceding the conversion date.

On  January  28,  2005,  the Company and Cornell Capital Partners terminated the
Investor's  Registration  Rights Agreement entered into on October 13, 2004 with
the Cornell Capital Partners, which related to the Securities Purchase Agreement
entered into on October 13, 2004 with the Cornell Capital Partners.

Material  Commitments  for  Capital  Expenditures  - The Company has outstanding
-------------------------------------------------
commitments  for  the  purchase  and  installation  of  equipment  and  services
incidental  to  completing  the  balance of plant construction at the Whitesides
biogas facility. The Company also anticipates additional expenditures related to
the  design  and  construction of follow-on facilities of like kind. The primary
source of funding will be outside capital.

Seasonal Changes -The Company's operating revenue is generally not affected by
----------------
seasonal changes.

RISK FACTORS

The  Company's  current  and  primary  focus is obtaining permits and developing
favorable  properties  for  alternative  and  renewable  energy  production, and
providing the associated engineering design and construction management services
required  to  support  the construction and operation of related facilities, and
cannot  provide  any  guarantees of profitability at this time. The Company will
continue  to expand its engineering services base, "work for others" to generate
additional  revenue  to  augment  working capital requirements in support of its
alternative  and  renewable  energy  efforts.  The  realization  of  profits  is
dependent  upon  successful  execution  of  new  business  opportunities and the
development  of  prototype  digester  models  and implementation of the digester
project  for  renewable  energy.  The  Company is dependent upon inducing larger
companies  or  private  investors  to  purchase  these  "turn-key"  alternative
renewable  energy  generation  and  production  facilities.  These projects when
developed  and depending on their success will be the future of the Company. The
Company may not be successful in these efforts.


                                       16
<PAGE>
Our  operating  results  are  difficult  to predict in advance and may fluctuate
significantly,  and  a  failure  to  meet  the  expectations  of analysts or our
stockholders would likely result in a substantial decline in our stock price.

Factors that are likely to cause our results to fluctuate include the following:

-  the  amount  and  timing  of our operating expenses and capital expenditures;
-  the  success  or  failure  of  the  alternative  energy and biofuels projects
currently  underway;
-  the  timing,  rescheduling  or  cancellation  of  engineering customer's work
orders;
-  our  ability to specify, develop, complete, introduce and market biofuels and
bring  them  to  volume  production  in  a  timely  manner;
-  the  rate  of adoption and acceptance of new industry standards in our target
markets;
-  any  other  unforeseen  activities  or  issues.

There  is  a  limited  public  market  for our common stock. Our common stock is
listed  on  the OTC Bulletin Board, and there is a limited volume of sales, thus
providing a limited liquidity into the market for our shares. As a result of the
foregoing, stockholders may be unable to liquidate their shares.

We  are subject to various risks associated with the development of the biofuels
and  alternative  energy market place and if we do not succeed our business will
be adversely affected.

Our  performance will largely depend on our ability to develop and implement the
anaerobic  digester and generate energy and gas to sale. We intend to respond to
technological advances and emerging industry standards and practices on a timely
and  cost-effective  basis however, we cannot predict if we will be effective or
succeed in the development of the biofuels and alternative energy markets. If we
are  unable,  for  technical,  legal,  financial or other reasons, to adapt in a
timely  manner  to  develop  and  operate  in the biofuels market, our business,
results  of  operations  and  financial  condition could be materially adversely
affected.

If  we  need additional financing, we may not be able to raise further financing
or it may only be available on terms unfavorable to us or to our stockholders.

Available  cash  resources may not be sufficient to meet our anticipated working
capital and capital expenditure requirements, if the anaerobic digester does not
produce  revenue  for  at  least  12  months.  It  may become necessary to raise
additional  funds  to respond to business contingencies, which could include the
need to:

-  fund  additional  project  expansion  for  the  biofuels  production;
-  fund  additional  marketing  expenditures;
-  develop  additional  alternative  energy  projects  or  enhance  the WOBF gas
products;
-  enhance  our  operating  infrastructure;
-  hire  additional  personnel;
-  acquire  other  complementary  businesses  or  technologies.

If  we raise additional funds through the issuance of equity or convertible debt
securities,  the  percentage ownership of our stockholders would be reduced, and
these  newly  issued  securities  might  have  rights, preferences or privileges
senior  to  those  of  existing  stockholders. Additional financing might not be
available  on  terms  favorable  to  us,  or  at all. If adequate funds were not
available  or  were  not  available on acceptable terms, our ability to fund our
operations,  take  advantage  of unanticipated opportunities, develop or enhance
our  products  or  otherwise  respond  to  competitive  pressures  would  be
significantly limited.


ITEM 3.   CONTROLS AND PROCEDURES

(a)  Under  the  supervision  and  with  the  participation  of  our management,
including  our  principal  executive officer and principal financial officer, we
conducted  an evaluation of our disclosure controls and procedures, as such term
is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of
1934,  as  amended  (the "Exchange Act"), as of the end of the period covered by
this  report.  Based  on  this  evaluation,  our principal executive officer and
principal  financial  officer  concluded  that  our  disclosure  controls  and
procedures are effective


                                       17
<PAGE>
in  alerting  them  on  a  timely  basis to material information relating to our
Company (including its consolidated subsidiaries) required to be included in our
reports filed or submitted under the Exchange Act.

(b) There have been no changes in our internal controls over financial reporting
that  has materially affected or could materially affect these internal controls
over financial reporting.

                                       18
<PAGE>
                            PART II OTHER INFORMATION
                            -------------------------

ITEM 1.   LEGAL PROCEEDINGS.

None

ITEM 2.   CHANGES IN SECURITIES.

The  Company  issued 10,000,000 common shares to Cornell Capital Partners LP, on
April 15, 2005.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5.   OTHER INFORMATION.

None



ITEM 6.   EXHIBITS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Exhibit                              Description                                Incorporated by Reference from
  No.                                                                                    Registrant's
--------------------------------------------------------------------------------------------------------------
<S>      <C>                                                                    <C>
   31.1  Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer  May 13, 2005
--------------------------------------------------------------------------------------------------------------
   31.2  Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
         by Vice-President, Secretary and Treasurer                             May 13, 2005
--------------------------------------------------------------------------------------------------------------
    32   Certification pursuant to 18 U.S.C. SECTION 1350 by Chairman and
         Chief Executive Officer and Vice-President, Secretary and Treasurer    May 13, 2005
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                       19
<PAGE>
SIGNATURES
----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                       INTREPID TECHNOLOGY & RESOURCES, INC.
                                    (Registrant)


Date: May 13, 2005     By:  /s/ Dr. Dennis D. Keiser,Chief Executive Officer &
                            President



Date: May 13, 2005     By:  /s/ Dr. Jacob D. Dustin,Vice President, Secretary,
                            and Treasurer


                                       20